In the Arms of the Angel
by Morbidmuch
Summary: Nightly walks can produce the most curious results, you can meet interesting people, and find out fascinating things about yourself. Spencer/OC. REPOST
1. Chapter 1

**A/N: This story is a repost: it was removed some time ago because I had the word "bitch" in the summary. Which is the most stupid reason ever, according to me. Anyways, I'm having a personal project in which I am re-writing all my fics, touching them up. This is one of the stories that underwent a bigger change: plots were tightened, sentences rewritten, chapters rearranged. Hope you like this. Takes place in 2x19 Ashes and Dust.**

**Disclaimer: I don't own Criminal Minds, I only own any characters you don't recognize, and the plot.**

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**Chapter 1**

Spencer sighed as he walked in the dark San Francisco night. It was almost midnight, but he didn't feel like going back to the hotel. After Styles and Abby blew up, and the afterwork had been done, the team went back to the hotel for dinner. The jet wasn't scheduled to leave until the following morning. After dinner, Spencer felt restless, so he put down his book and headed out on the town. Walking down the same street he had a few hours ago, in the center of town, he blankly ignored everybody around him. The protistutes coming up to him, offering their services, were not spared a second glance. Feeling a sudden need for disorganisation, he turned left onto a smaller side street. Smiling slightly to himself, he came to the conclusion that he had no idea where he was. He found he rather liked it.

Suddenly he heard a noise, sounding like trashcans being kicked over, coming from a small sidestreet. He stopped, and looked into the street with a frown on his face. Just as he had credited the noise to stray cats, a female voice rang out in the night.

"Hey, what are you doing? Stop it! Help!" The last word was cried out, and it took Spencer 2,63 seconds to draw his gun and run in the direction of the cry.

"FBI!" He called out, gun at the ready, and watched as a dark figure stood up and ran, away from Spencer. After making sure that the man wasn't coming back, he approached the place the man had come from. "Ma'am?" he called out softy, and squinted to see who was laying in the dark.

"Don't ma'am me, help me up," the faceless voice said, and a hand was extended towards him. Spencer looked at the black painted nails before grabbing the hand and pulling its owner to their feet. When she stood up and stepped into the light, and Spencer got a good look at her, he found himself blushing.

She was young, about his age or a year or two younger. She was dressed in grey jeans, motorcycle boots, and a distressed green tank top. Spencer's eyes took in the features of her face; light blue eyes, dark brows, full lips. Her hair was long, a bit wavy, and dark blonde.

"Uh, are you okay?" he asked tentatively, and the woman nodded.

"Yeah I'm fine. The bastard tried to rob me, but he didn't get a chance," she said, and brushed away the dirt from her jeans. Looking up, she noticed the gun, and raised an eyebrow. "You gonna put away that gun? It's making my skin crawl."

"Oh, of course. Sorry." Spencer stuttered and put away his gun back into its holster.

She eyed him as he put away the gun it its holster and pushed back a strand of hair from his forehead. "You're really with the FBI?" when Spencer nodded, she smiled slightly. "That's cool. I've always wanted to meet someone from the FBI. Do you want to get out of here and get something to eat?"

This made Spencer nervous, and he fidgeted. "Uh, sure, if you want me to. I mean, uh..."

She chuckled. "Chill man, I wouldn't have asked you if I didn't want you to come."

She started to walk towards the bigger street, from which he'd come from, and Spencer followed her until he was walking next to her. Even though he didn't show it, he was intrigued by the young woman he was currently walking next to.

"I just realized that I don't know your name," he said, feeling slightly awkward.

She turned her head to look at him, and smiled. "Yeah, we sorta forgot about that. I'm Lily Turner."

"I'm special agent Dr. Spencer Reid."

"Should I call you doctor?" she teased, and he felt his cheek turn warm.

"No, you don't have to call me doctor. Spencer will do just fine, or Reid if you prefer that."

"Okay, Spencer," Lily said, and then eyed him. "You look too young to have gone to medical school," she stated simply, and Spencer chuckled. If he had a penny for everytime someone had said that to him.

"They're Ph.D's , three of them."

She whistled low. "Wow, that's a lot of work. I didn't even have the energy or motivation to get one Ph.D, let alone three. What did you doctorate in?"

"Mathematics, Chemistry and Engineering. I also have undergraduate degrees in Psychology and Sociology."

"Now I'm even more impressed."

They ended up in a small café, with soft orange walls and a warm feel to it. Spencer ordered first, a tall black coffee with sugar, and then sat down at a table close to the window. Cradling the cup in his hands, he couldn't help but to observe Lily as she ordered. When she turned around to go back to the table, he quicklt averted his eyes, not wanting her to think he was staring. Which he kind of had been. She sat down and took a sip of her coffee before smiling. She had a beautiful smile.

"So, you're a genius, right?" Spencer raised his eyebrows. "I figured with the three Ph.D's and two undergrad degrees," she explained, and he smiled.

"Well, I don't believe that intelligence can be accurately quantified - but I do have an IQ of 187 and an eidetic memory and can read 20,000 words per minute," he paused when he saw the surprised look on Lily's face. "Yes, I'm a genius."

"That's so cool!" she exclaimed, and took a sip of her coffee. "So, what are the FBI doing here in Frisco? Is it because of the fires? I heard about it on the news, it was so terrible."

"Yes it was," Spencer stated simply and drank some of his coffee. He'd almost forgotten about it. Well, not really forgotten since he never would, but he had managed to push it to the back of his mind. Along with the ever present urge for Dilaudid.

"Why were you out walking at this hour? Don't get me wrong, I'm glad you were. I just don't understand why. You caught the guy, everything should be fine, right?"

He shrugged. He didn't really feel like sharing everything that was going on in his mind. That would most likely scare her away. "Just had a lot on my mind, I guess." Feeling like changing the subject, he did just that. "So what's your story? Are you from here?"

Lily smiled and pushed back a strand of hair behind her ear. "Yes, born and raised in the beautiful town of San Francisco. I'm an only child, and my parents moved to Redding last year, when they retired. I'm 23, and I work at a record store. I'm the lead singer of a band as well, but that's more of a hobby. Wow, I really gave you a lot there. You got anything interesting about yourself to share?" She took a sip of her coffee, and studied the young man sitting opposite from her.

A million things went through Spencer's mind; things he could tell her. This was a case of editing. What did he want her to know? He decided on a relatively safe topic. "I graduated from high school when I was 12."

Lily raised an eyebrow. "Damn, I was still playing with Barbie dolls when I was 12. I guess you had a pretty hard time, huh?"

He nodded slightly, sipping on his coffee and putting the cup down before answering. "Not with the studies, obviously, but with the other students. Mostly I was invisible. How about you? Who were you in high school?"

She smiled fondly before answering. "I was kind of weird," she chuckled. "I was very much a marching to the beat of my own drum kind of person. Had a deep hatred for everything mainstream, girly and non-grunge. Since then, I've seen the error of my ways, though I still can't walk in high heels to save my life." The shared a laugh, and Lily looked at the clock on the wall. "You know, if we leave now we can catch a movie. The ones who runs late are pretty good."

Spencer thought about it for a second. The plane was leaving at 9 am, but there was something about Lily that intrigued him, something that made him want to spend more time with her, get to know her better. "Sure, why not."

The couple stood up and threw their plastic cups away before going outside. There was a slight chill to the wind, and Lily unconsciously shivered.

"Here." Spencer took off his jacket and offered it to her.

She shook her head. "I can't take it, you'll get cold if I do."

"I'm offering it to you. Now come on, take it."

Lily grinned. "Okay," accepting his jacket, she slipped it on before they started to walk towards the movie theater.

"So what do you wanna see?" Lily asked when they were standing in the movie theater, and Reid looked at the posters. There wasn't really one movie he wanted see over another.

"You decide, I'm up for anything."

At his words Lily's face lite up in a grin. "I know exactly what we're gonna see."

They each paid for their tickets, and Spencer bought a large popcorn for them to share.

"Admit you chose this movie on purpose." He smiled as they sat down far in the back. The movie was just starting, and Lily had chosen Saw III.

"What?" she whispered back, focusing on the movie while a grin tugged at the corners of her mouth.

"Never mind," he whispered, amused.

Hearing her chuckle low in response, Spencer drew his attention back to movie. When he reached between them to grab some popcorn, he suddenly found his hand on top of hers. Starting to remove his hand, he was startled when she turned her hand over and entwined their fingers, preventing him from pulling away. Turning his head to look at her, he tried to catch her eyes, but could only make out the silhouette of her face.

"Oh, I love this part," Lily said suddenly, and then looked guilty at Spencer as she realized what she'd just admitted.

"You've seen this movie before?" he asked, and she gave an innocent smile.

"Yeah. But it's really a good movie" she added quickly. "Look, we're out of popcorn. I'm just gonna go and throw this away."

The moment she let go of his hand, Spencer's hand felt cold and empty. She stood up, earning protests from the few people that was sitting in the rows behind them, and went to throw the empty popcorn bucket in the trash. When she came back and sat down, Lily once again took Spencer's hand in her own before she turned her focus back to the screen.

When a particularly nail-biting scene came, Lily turned to whisper in Spencer's ear. Only problem was that at the same time, he turned to whisper in her ear. The result of this was that for the briefest second, their lips met. He pulled away, and pulled back his hand at the same time.

"Uh, I'm sorry, I shouldn't have..." he started to excuse himself but was silenced by Lily, who pressed her lips against his again in a soft kiss. She pulled back a bit, and then kissed him again.

"We shouldn't," he protested meekly and Lily moved in closer so that they were breathing the same air before she nodded.

"Yes, we should."

As he spoke, Lily started to kiss his neck. "Lily..." kiss, "this isn't..." kiss, "the place..."

"You've never enjoyed a make out session in the darkness of a movie theater?" she asked, sounding a bit surprised.

"Well..." Spencer was glad that she couldn't see him blushing. "not really."

"Well, it's never to late to start," she said and then leaned in to kiss him again.

Her hands came up to cup his cheek and neck, pulling him closer, and he did the same thing. As his tongue hesitantly sought entrance to her mouth, she moaned and parted her lips, letting him in.

As they kissed, a million thoughts went through Spencer's mind. He hadn't felt like this for someone since Lila, and it scared him a bit. He was very self-conscious when it came to women, and the only reason he never called Lila was that he didn't feel he was enough for her. He didn't go on dates, didn't do parties, and had never felt comfortable in front of groups. Lily however, seemed to look past all that, and see him for who he really was.

She started to kiss his neck again, and let out a small giggle when he groaned quietly. "You wanna get out of here?" she breathed, and he nodded. They stood up, and when Reid bravely took Lily's hand in his own, he was rewarded with a heart melting smile.

"Can you sit down, you're blocking the view!" Someone called out behind them, and they both hurried out in the aisle, and went towards the exit.

They shared a couple of kisses outside the cinema, and than Reid asked something he thought he'd never hear come out of his mouth. "Do you, maybe, want to go back to my hotel room?"

Hearing the insecurity in his voice, Lily couldn't help but to giggle. "Admit it, that was the first time you ever said that to a girl?"

Chuckling, Spencer nodded. "Was it so obvious?"

Lily grinned, and wrapped her arms around his neck. "Just a little." She gave him a lingering kiss, and then pulled back. "Which hotel are you staying at?"

"Uh, the Opal. It's not too far from here. We can walk, if you want."

"Yeah, let's go."

They started to walk towards his hotel, laughing and having a good time. After a few minutes Lily sneaked her arm around Spencer's waist, and he in turn draped one of his arms around her jacket-clad shoulder. She placed a kiss on the crook of his neck, finding the skin there super soft. He responded by pulling her closer and planting a light kiss to the top of her head.

**Like it? Loathe it? Love it? Let me know. **


	2. Chapter 2

**A/N: Thanks to everyone reading and reviewing/adding to favourites & alerts. Here's chapter two.**

**Disclaimer: I don't own Criminal Minds, I only own the plot and all characters you don't recognize.**

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**Chapter 2**

"Wow, this is so cool!" Lily exclaimed as they were standing inside Spencer's hotel room. He chuckled at her amazed look and placed his gun and badge on the bedside table.

"We usually don't get to see much of our hotels, just enough to put in our bags and then take them out when we're leaving. The plane could be ready to leave earliest in the morning, so that's why we're spending the night here."

Lily grinned like a Cheshire cat, and then walked over to the large window, where she could see almost the entire city. She turned her head to look at him, standing a few feet away with his hands in his pockets. "You don't mind if I take of my shoes, do you?"

He shook his head. "Not at all, go ahead."

She kicked off her shoes, and from behind her, she could hear him do the same. As she turned around, she laughed. "I like your socks."

Looking down, Spencer smiled as he observed his one purple and one green sock. Garcia had given him ten pairs of socks for Christmas, these two included. "Don't judge me."

She gave him a playful smile. "Oh, I'm not judging. I'm just..." she struggled to find the right word. "...observing."

"Yeah?" He said and moved a bit closer to her.

Lily gasped when he pulled her to him by the waist, and pressed his lips against hers in a kiss that soon left them both breathless. As they kissed, she shrugged out of his jacket and let it pool around her feet. She felt Spencer push her backwards, until she felt cool glass against her back. His hands found the curve of her back, and she arched into his touch. Gasping into his mouth, Lily pressed her hips against his in an attempt to relieve some of the pressure. Letting out a gasp of his own, Spencer backed away until their bodies were no longer touching.

Lily frowned. "Hey, where are you going?" she asked softly, and he looked down. Suddenly he felt embarrassed for pulling away.

"I, uh, we shouldn't." Sex, in his mind, was nerve-racking. It was one of those things he figured he just wasn't meant to have. But now, standing there with a beautiful woman in front of him who actually seemed to care about him, like him, he started to feel differently. Maybe.

Persistent, she followed. "There is something between us, and I know you can feel it to. I'm not looking for a one night stand, it wasn't my intention at all when I agreed to come here." Something changed in her eyes. "Is that what you think? That I came with you to get laid?" There was hurt in her voice, and her blue eyes looked accusingly at him.

Spencer took a step forward, and had to stop himself from reaching up and caressing her face. "No, I didn't mean it like that, I promise."

"Then what did you mean?" she was persistent, and Spencer sighed.

"I don't know what I mean. I just...I'm new at this, and I'm really nervous, and I keep saying the wrong things."

Lily closed the distance between them, and touched his cheek. "What are you so afraid of?"

"This." At her surprised look, he explained. "I've never felt like this before about anyone, and it's scaring me because I just met you. Also, the fact that I'm leaving in about 5 hours isn't really helping me calm down and see things rationally."

Lily shook her head, and gave a slight smile. "This is tonight. Forget about tomorrow. What do you say we just talk?"

Feeling like a horny teenager, Spencer wrapped his arms around her waist and pulled her close. "Maybe a bit more than talking."

Smiling, she reached up and once against fastened her mouth on his. Keeping it much softer than their previous kiss took away some of Spencer's feelings of panic. He caressed her back, moving his hands up and down over the fabric of her shirt. Her fingers tangled in his hair, keeping his mouth on hers even when they both were running out of air. Fire built slow and steady between them, and when Lily felt like she was on the verge of spontaneously combusting, she pulled back.

"Talk now?"

Spencer nodded, and they moved over to the bed. He sat down with his back against the bed frame, and Lily stretched her body out on her stomach next to him, popping up on her elbows to see him better. Conversation was slow at first, mutual nervousness seemed to hinder them, but after a while the tension seemed to break. He told her things he'd never told anyone; things about his mother, about the torment he endured in high school. He even told her about Georgia and the Dilaudid, with a tremor in his voice and tears in his eyes. Lily in turn told him about growing up in San Francisco, about her failed attempts at horseback riding, and how she started singing after seeing concert with Ella Fitzgerald on TV when she was 10. They discussed movies, literature, music, and politics. They talked about friends, past loves, parents, and co-workers. When the talking became too heavy, they used soft kisses and light touches that made them both yearn for more. Sometime around 5 am, Lily fell asleep. Her head resting on Spencer's shoulder, her arm thrown over his midsection. He sighed lightly, and scooted down a bit further on the bed before closing his eyes and trying to get some sleep.

The blaring of an alarm clock caused Lily to groan and bury her body deeper into the soft pillow underneath her. She felt like she'd been run over by a truck. Opening her eyes, she came face to face with a sleeping Spencer. Despite the lack of sleep, she smiled. He looked so cute, snoring slightly with his face buried deep in his pillow. He too started to stir, and Lily was quick to turn of the alarm. A pair of sleepy light brown eyes met hers, and a lazy smile appeared on his face.

"Hey," she said softly, and he reached out to touch her hand.

"Hey yourself. You look about as tired as I feel."

"I am," she smiled and stretched out her limbs.

"The others should be down having breakfast. You hungry?"

Before she could answer, her stomach rumbled, and she grinned sheepishly. "Yeah, I am. Are you sure it's not a problem with me coming with you?"

He shook his head. "Of course not, why would it?"

Lily shrugged. "I dunno, I just thought that...eh, screw what I thought. Do you have any toothpaste? My teeth feel like they've grown fur."

While she was in the bathroom, Spencer rose from the bed and stretched out his limbs. Glancing at the door, he quickly changed his clothes and put he ones he wore the previous night in his go bag. He pushed his hair behind his ears, and looked up when the door to the bathroom opened. Lily stepped out, looking much more awake than earlier, and for some reason he found that his heart started beating faster.

She smiled at him. "You're looking at me funny."

He shook himself out of his thoughts, which had been mostly about his mouth on hers. "Sorry. Let me just use the bathroom and then we can go."

While waiting, Lily turned on the TV. Zapping between channels, she settled for an old Simpsons episode. After what only felt like five minutes, Spencer came out of the bathroom. Lily turned off the TV and went to meet him.

"You ready?" she asked, bending down and putting on her shoes.

"Just one more thing."

Picking up every ounce of courage he had, he lightly placed his hands on her hips. Slowly bending down, he touched his lips against her. She hummed in response and moved in closer, pressing their lips together more firmly. The kiss lasted far too short for either one of their liking, but they had to go. Hands entwined, they left Spencer's room and took the elevator two floors.

Holding herself slightly behind him, Lily looked around the breakfast hall. There wasn't a lot of people around, with it being so early, and no one paid any attention to them as they went to get food. Except a table with three occupants who watched the young couple with surprise on their faces.

Emily was the first to break the silence. "Is that..."

"Reid," Derek filled in, the bagel in his hand forgotten for the moment.

"With a girl," JJ finished, eyebrows raised.

Spencer could feel his co-workers eyes on his back as he poured himself a cup of coffee. Maybe this wasn't such a good idea after all. Not that he was embarrassed or ashamed, but because of the questioning he was bound to get as soon as Lily left. If they'd even wait that long.

"I'm gonna go find us a table, okay?" Lily asked, pulling him from his thoughts.

"Uh, half of my team is actually sitting at a table right behind us. Do you, uh, want to sit with them? We don't have to," he was quick to add.

Nerves filtered through Lily's body. Meeting members of his team? "If that's what you want." She smiled reassuringly, even though she felt all but calm and collected. She followed Spencer to a table where two women and one man sat. They were all looking at her, which made her slightly uncomfortable.

"Morning guys," Spencer said with a slight wave as he put down his tray and sat down.

"Morning Spence," JJ replied with a smile. Emily and Derek were still stunned into silence.

Lily sat down, pulling her chair a bit closer to Spencer. The dark haired woman and the man were still looking at her. "Hi," she said softly.

JJ rolled her eyes at her friends silly behaviour. "Hi, I'm Jennifer Jereau, but you can call me JJ." She held out her hand.

"I'm Lily. Nice to meet you." They shook hands, and JJ gestured to the two people sitting on her right.

"It seems my friends have lost their manners. This is Derek Morgan and Emily Prentiss."

Lily smiled at them. "Nice to meet you."

JJ, not so subtlety elbowed Derek in the side, which caused him to snap out of it. "Nice to meet you." He looked first at Spencer, then over at Lily, then back to Spencer. "So Reid, did you have a good night's sleep?"

Her question made Spencer choke on the piece of bread he was eating, and Lily rubbed his back as he coughed and sputtered. He accepted the glass of water Lily offered him, and took big gulps.

"Uh, yeah sure," he answered, feeling his cheeks burn. Why was he embarrassed? Nothing happened.

Lily narrowed her eyes at Derek, unsure if he was making fun of Spencer, or just teasing. She came to the conclusion that the older man was only teasing, and relaxed back into her chair.

"I should go pack," Emily said and stood up. "Lily, it was nice to meet you. See you later guys."

Both JJ and Derek chimed in, and stood up to leave. Lily smiled at them all, but was confused. Had she done something wrong? Once she and Spencer was alone, she looked at him. "They didn't leave because of me, did they?"

He stopped eating, turning his body towards her. Carefully, he laid his hand on top of her thigh and squeezed gently. "No," he answered sincerely. "All of them are truly terrible at getting their stuff packed on time."

Lily smiled, and covered his hand with her own. "If you say so."

**Like it? Loathe it? Love it? Let me know. **


	3. Chapter 3

******A/N: Thanks to everyone who has reviewed and added to alerts/favourites, and I hope you like this.  
**

**Disclaimer: I don't own Criminal Minds, only Lily and other minor characters you don't recognize.**

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**Chapter 3**

"When do you need to leave for the jet?" Lily asked as they walked through the door of Spencer's room, and he looked at his watch before answering.

"In about twenty minutes."

Lily didn't response, only nodded. Going to stand by the window, she folded her arms over her chest and looked out over the city. She felt weird inside, numb and detached. She had never felt like this before, and it was scaring her.

"Lily?" Spencer came up behind her, and placed his hands on her shoulders. "Are you okay?"

She turned her head to look at him, and put on a smile, a smile that he saw was fake. "I'm fine."

Giving her a sceptical look, he shook his head. "No, you're not. I'm a profiler remember, I can tell when you're lying."

She gave a weak smile, and turned her body to face him completely. "It's nothing really."

Not really knowing from where he got the courage to do so, Spencer persisted. "Yes it is. Come on Lily, talk to me." He was worried now about her insistence that everything was fine when it clearly wasn't. Reaching up, he pushed back a piece of hair that was in her face.

She raised her arms to his chest, her fingers playing with his tie. Her eyes were on her fingers. "It's really weird, but I feel like I've known you for months. I can't believe we only met last night." She glanced up at him, and he could read worry in her blue eyes.

Relief flooded through him, and his whole body relaxed. He'd imagined something bad, like her saying that he wasn't worth the trouble. "I feel the same way."

"What does that mean?" She was playing it safe, making him say it so that she didn't have to.

"I don't know. Do you want it to mean anything?" He felt that it was better to ask her now about her feelings. If she didn't feel the same way he did, it was better he found out before he got too emotional involved.

Lily moved closer to him, and nodded slightly. "I do want it to mean something. I just don't know how to do this. Are we doing a long distance thing? Do we see other people? I don't know the rules."

Spencer swallowed the lump he suddenly found was in his throat, and slid his arms down to her hips. "I don't know what I'm doing either, I've never been in a relationship. I'm kind of looking for you to guide the way."

Smiling, she touched his cheek. "We'll figure it out together. How much time do we have left?"

A quick glance at his watch, then his arms were back around her. "Six minutes."

"That's enough time."

Her lips came down on his hard, their teeth clashing. She fisted her fingers into his hair, keeping their lips together. His hands went around her back, pressing their bodies tighter together. Heavy breathing were the only sounds in the room. For the second time in 10 hours, Lily felt herself being pressed against the window, and a shiver of pleasure ran through her body. Groaning when she started to kiss his neck, Spencer's hands slid down to her ass, forcing their bodies closer. Now it was her turn to groan. He captured her mouth again, swallowing the sounds coming from her mouth. All of the sudden, something vibrated against her thigh. Spencer stepped back and pulled out his phone.

"Hello?"

"Why are you panting? Oh God, I didn't interrupt you two..." Emily's shocked voice was heard on the other end of the line.

"No, no, I just couldn't find my phone. Did you want anything in particular?"

"Yeah, just wanted to let you know that we're waiting for you. You are late, Dr Reid."

Spencer blushed, and Lily raised an eyebrow. "I'll be right down. See you soon." He hung up, and when his eyes met Lily's, the smile from her face melted off.

"You have to go?"

"In a moment. Do you, uh, do you want to go with me?" Realizing how that sounded, he quickly added "To the airport I mean. Unless you have to work?"

"If it's okay with your boss, I'd like to go with you."

He nodded. "Of course."

They left the room holding hands, Lily clasping Spencer's in both of hers. They talked lightly on the way down, neither one of them being able to handle heavy conversation at the moment. She squinted in the sunlight when they came outside, and smiled in gratitude when he offered her his sunglasses. Putting them on, she noticed the blonde woman and the man from earlier talk over by a SUV. JJ and Derek, she remembered their names were.

"That's our ride," Reid said, looking in the same direction Lily did. They went over to JJ and Derek, and if the agents were surprised to see Lily they didn't show it.

"Hi," Lily said, smiling.

"Hi Lily," JJ smiled back. She liked Lily. There was something about her that made JJ think they could become friends.

"Should we go?" Derek suggested, and the two couples went into the car.

"Hey, can I have your phone?" Lily asked once they were in the car, and Spencer handed it over with a confused look. He watched as she punched in some numbers, and then her own phone beeped with a new message. Exchanging numbers; good thinking. The thought had honestly not crossed his mind. Not that it would have mattered much, Garcia could get her number in five minutes.

Conversation flowed pretty freely between the two older agents and Lily. Only Spencer sat quiet, his hand in Lily's. His mind was racing, thoughts about how they would go about, making this work. He knew that relationships when you were in his line of work wasn't an easy thing, even when the two people lived in the same city. Being in a relationship with someone living 2433 miles away wasn't going to be easy. Sighing to himself, he knew he had to prepare himself for her meeting someone in San Francisco that she liked better than him.

"Hey, stop it." Lily nudged him, and he looked over at her.

"What do you mean?"

"I can see those gears turning in your head Dr Reid, preparing yourself for the worst. Don't be such a pessimist."

This caused him to chuckle. He'd never experienced this before; someone knowing what was on his mind and calling him out on it. "Sorry."

She kissed him lightly, and then rested her head on his shoulder. The closer they got the airport, the bigger the lump in her stomach became. Soon, too soon, they were standing by the car, watching as the rest of the team went into the jet.

Spencer shoved his hands down his pants pockets. "So..."

"So..." Lily shuffled her feet, hands stuck down the back pockets of her jeans. They stood in silence for a few minutes, until she suddenly spoke. "I'm really gonna miss you."

He looked at her, a sad look in his eyes. "I'm really gonna miss you too."

"God, this is hard." Lily let out a half-bitter laugh, and much to her chagrin felt tears brimming the corners of her eyes.

"Maybe I should just..." he motioned with his head towards the jet. Maybe it was easier, just leaving. What words could they say, anyway?

"Yeah, maybe you should," she answered quietly, and blinked away the tears. She didn't want him to go, but had little choice in the matter.

"Bye then," he said shortly, and then slowly walked past her.

Lily closed her eyes, feeling the tears make their way down her cheeks, and then opened her eyes again. Turning around, she shook her head. "Spence!"

He turned around just in time to get his arms full of a crying Lily. She clung to him, holding on to him tightly and burying her face in his chest. He wrapped his arms tightly around her waist and buried his face in her hair, breathing in the smell of her.

"I don't know why I feel like this. I mean, we haven't even known each other for a day," she sniffed, and he pushed her away so that he could look into her eyes.

"I know the feeling," he replied, feeling the lump in his throat getting bigger, but refusing to cry in front of her.

"You got some statistic about how unlikely it is for us to actually make something out of this?" she laughed through the tears, and Spencer chuckled.

"Well, actually..." he started, but Lily pressed her finger against his lips.

"No talking," she said before she reached up and pressed her lips against his, needing to feel his kiss one more time. He pulled her as close to him as he could, holding her in a bruising grip.

"Remember, if you need anything or if there's anything I can do for you, I'm just a phone call away," He reminded her when they had broken off the kiss, and she nodded.

She gave a half grin. "How about staying here and becoming my willing sex-slave?"

He chuckled, but then looked at her seriously. "I mean it, Lily. if you need anything, call."

She nodded. "I will. You can call me whenever you want, I'm yours 24/7."

"Hey Reid, we've gotta go!" Morgan called, and Spencer looked at him before looking back at Lily.

"I should probably go."

Lily smiled sadly and tightened her grip on his waist. "Remember, I'm yours 24/7,"

Reid smiled and nodded. "I know," giving her one last kiss, he stroked her hair.

"I'll see you soon, Spencer," she said, a teasing but sad smile now on her face as she backed away. Not waiting for a response, she put on her sunglasses and turned around as she started to walk from the airport.

He looked after her for a few seconds before starting to walk towards the jet. He didn't speak with anyone until he got on the jet, and Gideon sat down next to him.

"Do you really think she'll call?" He asked, and Gideon shrugged.

"I can't really tell you, Spencer," he said calmly. "Either she will, or she won't."

Spencer nodded, and then turned to look out the window. Seeing the sky come in faster as the plane took off, a smile was glued on his face as he remembered Lily's laugh at his awkward attempt to invite her up to his hotel room.

There was no telling what would happen next, if they'd be able to stay in touch or not. Only time would tell, and time was something Spencer had a lot of.

**Like it? Love it? Loathe it? Let me know. **


	4. Chapter 4

**A/N: Sorry this took a while; I just found out yesterday that a friend of mine has cancer, a large tumor on his lung that's spread pretty wildly, so I didn't really feel like writing. He had surgery today, so again, not so much with the writing. But he's feeling better now, which made me feel better, which made me write. So anyways, this is the last chapter of this little story. I have a sequel written which will undergo major reconstruction, so if you're interested in reading that keep me on author's alerts. With no further ados, on with the show.  
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**Also, I recommend that you listen to _All My Days _by Alexi Murdoch while reading this chapter. It sets the tone a bit, I think.  
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**Disclaimer: I don't own Criminal Minds, but I do own some new clothes with makes me happy.**

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**Chapter 4**

Lily adjusted the hem of her shirt and rearranged her hair for the 50th time. She was nervous, and rightfully so. It had been two months since she'd seen Spencer, and through they talked on the phone nearly every day, none of them felt it was enough. So they had arranged a weekend where Spencer took a few days off from work so he could fly out to San Francisco. The weekend they chose happened to be a weekend where Lily and her band had a gig at a bar called The Rock. Due to having to work late with no chance of getting out of it, Lily hadn't had the chance to see Spencer yet, and they'd decided just to meet at the bar.

"Lily, we're on in five."

She looked up when Alex, the keyboard player, came into the dressing room, and nodded. "I'll be right out."

She looked herself over in the mirror one last time before following Alex out on the stage. She was normally very calm when she was performing, but knowing that Spencer was going to be there made her nervous. She took a few deep breaths to calm herself down before walking out on the stage.

As Spencer walked towards the bar where he was going to meet Lily, he felt nervous. During a phone call they had the previous week, he realized that he was in love with her. He'd caused some strange look around the bullpen with his odd behaviour, before he confessed to Garcia about his new found realization.

Walking into the bar, he looked around, searching for Lily. Coming to the conclusion that he looked sort of misplaced, he sat down at the bar and waited. Glancing at his watch, he realized that Lily's gig was going to start any minute now. Sure enough, he had just ordered a coke when his attention was drawn to the stage, where the MC stood.

"And now ladies and gentlemen, what you've all been waiting for; Ideas of March!"

The crowd roared, and Spencer smiled. The band was popular here, no doubt of it. It made him proud, a feeling deep in his stomach that made him sit up straighter. The band entered the stage; four guys whom he paid little attention to, and Lily. He couldn't take his eyes off her. She looked so beautiful. As she walked up to the microphone, he could see her eyes darting amongst the crowd. Then their eyes met, and a big grin broke out on her face.

"Hi, how're you doing?" she said in the microphone, and the audience cheered. "For those of you who are new here, we're Ideas of March, and we're gonna play a few songs for you tonight." There was more cheering, and Lily chuckled. "So anyway...there's someone close to me here tonight, and I'd like to dedicate a song for him. This is called All My Days." Winking at Reid, she signaled for the band to start playing.

Her eyes met Spencer's once again, and she began to sing. "_I have been searching all of my days, all of my days." _

She poured every fiber of her being into the song, the lyrics coming straight from her heart. She had realized not too long ago that she was in love with Spencer, and this song was the first thing she wrote after the realization. She hadn't told him yet; it wasn't something you said over the phone. Her eyes had been wandering around the crowed during the duration of the song, but now she once again held Spencer's gaze.

"_Now I see clearly it's you I'm looking for, all of my days." _

Spencer was mesmerized by her. Her voice, the words she was singing, the look in her eyes. He almost felt like standing up and screaming out his love for her at the top of his lungs. The song ended, and the place went wild. He clapped his hands so hard they hurt, and the grin on his face threatened to split his face in two. That grin stayed on his face for the entire gig.

After finishing the last song, Lily thanked the audience for coming, and the band was met with another huge applause as they exited the stage. Hurrying to the dressing room, she changed her shirt and gathered her make up and stuffed it into her bag before exiting, going to the bar to find Spencer. It wasn't very hard, he hadn't moved from where he sat during the gig. House music was currently blaring through the speakers, and Lily could barely hear herself think.

Finding Spencer, whose face lit up in a smile similar to her own, she wasted no time wrapping her arms around his neck. He hugged her back just as fiercely, and the strange feeling he'd had in his stomach all day melted away.

"Let's go outside," Lily said in his ear, and he nodded. The music left no room for conversation. Hand in hand, they exited the bar and came out on the street. There were a lot of people milling around, and so she lead them away from the crowd.

Now that they were away from the sound and bright lights of the club, Spencer got a good look at Lily. She looked a bit thinner than the last time he saw her, but still looked beautiful.

"Hey you," she said softly, and he smiled.

"You look good," he said, and she chuckled.

"You too."

"How you've been?"

She smiled. "Good, I've been good. How about you?"

He smiled back. "I've been okay."

After standing the next few seconds in silence, Lily spoke. "Well aren't you gonna kiss me soon?"

Spencer chuckled before pulling her close to him and pressing his lips against hers. Lily grabbed a hold of his shoulders, and moved one hand up to cup his cheek. The only thing she was aware of was the warmth of his skin and how much she'd missed it. In her mind she decided she was not going to let him go, no matter what that meant.

"God, I missed you so much," Lily breathed into his neck as they broke apart.

Spencer kissed the side of her head, and tightened his grip on her. "I missed you too."

They stood like that for a few minutes, just holding on to each other, and then she pulled back so she could look in his eyes. "Do you want to go back to my place?"

He smiled and nodded. "Yes, let's do that."

"Crap, I forgot my jacket. Let's just go in real quick and get in, then we can leave," Lily said and the couple walked back into the club, where another band was now on the stage, playing an old Lynyrd Skynyrd song. She paid no attention to the band when she dragged Spencer backstage, although he did.

"Do you play here every week?" he asked when they were standing in the dressing room, Lily going through a closet in search for her jacket.

"Not really. The bar have band night for one Saturday a month, and there's maybe five or six bands that are on the slot. So, maybe every other month?" She stood up, having found her jacket, and stuffed it into her bag. "You ready to go?"

"Sure."

The couple once again left the club and started to walk towards Lily's apartment, talking about the past two months as they went. This time, Spencer didn't hesitate to grab Lily's hand as soon as they were out from the club, and she smiled.

"This is it, home," she stated as she turned on the lights, and he looked around curiously.

Her apartment was pretty small, but so warm and inviting that it felt bigger. Spencer couldn't help but to smile. The place was so her. The walls in the combined living room were painted an olive green tone, and all the furniture looked old and second hand. A keyboard was placed on the coffee table and an acoustic guitar lay on the couch. Papers were strewn all over the keyboard and coffee table, along with a tambourine and a microphone.

A shelf on the wall held several photos of Lily with nameless faces, a few with two older people who Spencer thought had to be her parents. There was one photo that really stood out, and as he studied it, he smiled. It was Lily, looking a few years younger than she was now, standing in front of a red backdrop with her hands on her hips. She was dressed in a black knee length dress with tulle on the hemline and a corset-like style on the bodice. Her lips and eyes were painted black, and she was giving the photographer a sneer.

"I see you've found my prom photo," Lily said, peeking over his shoulder, and Spencer looked surprised at her. She had taken off her jacket and her shoes, and her blue eyes was smiling.

"This is your prom photo?"

She nodded. "Mmh. I went with my best friend Ken, who dumped me halfway through the night for a guy named Eric. I was so pissed at him that I went and took the photo on my own. Hence the loneliness and the sneer."

"You were very...black."

She laughed. "Yeah, I don't think I owned a coloured piece of clothing in high school," she paused. "You wanna sit down?"

The couple sat down on her couch, and Lily giggled at his socks as he removed his shoes to sit in Indian style. One was light pink with frogs on it, and the other one was striped in orange and brown. Despite that they were used to talking every single day, they suddenly found themselves in loss for words. Lily sighed, and Spencer raised an eyebrow at her.

"What?"

She shifted position so that she was sitting opposite from him, and took his hands in hers. "Don't you think it's kinda funny that we have nothing to talk about?"

He chuckled. "Yeah, it is." Looking down at their joined hands, he took a deep breath. He could not believe that he was about to say this. It wasn't like him at all. "Maybe we should just skip the talking." He glanced up at her, and saw her biting her lower lip.

She smiled before she threw herself at him, pressing her lips against his in a passionate kiss. He pushed back, she followed and soon she was laying on her back with him nestled between her legs. Lily's hands went everywhere, from resting on his back to wind themselves in his hair, as if she couldn't decide where to touch him. Spencer felt overwhelmed, not knowing where, or how, to touch her. His hands shifted from her waist up to the underside of her breasts, and she moaned into his mouth. This put on some sort of signal in his head, and he pulled back from their kiss.

"Why did you stop?" she panted, confusion written all over her face.

"I don't." The words wouldn't come up, so he wet his suddenly dry lips and tried again. "I haven't done this before. Sex, I mean."

She touched his cheek. "Are you nervous? Do you not want to?"

He chuckled. "Believe me, I want to. I just don't know what I'm supposed to do. I mean, I've read all about it and I know the theoretic aspect, but-"

She silenced him with her mouth on his for a short kiss, and then pulled back. "Try not to think, and just feel. I guarantee that it will feel good, for both of us. Let's move to the bedroom."

Taking her advice to not think was going to be difficult, as there wasn't a time of the day when Spencer Reid **didn't** think, but he was going to try. He let her lead him to the bedroom, and as they stood in front of her bed, their lips met again. Lily's hands went to the buttons on his yellow sweater vest, undoing them slowly. She pushed the garment down his shoulders and he stopped touching her long enough for her to take it off him and throw on the floor. It didn't take long before they were both topless, and she pulled him with her down on the bed.

She quivered under his tentative touch, and he grew bolder, spurred on by the fact that she seemed to like it. Time was of no consequence to the two lovers; it could have been two minutes, ten minutes, half an hour. When she reached down for him, he let out an almost embarrassingly loud groan.

She kissed his neck and smiled up at him. "Are you ready?"

He could only nod, afraid that his voice wouldn't carry him. The feeling of being inside her was one he could not describe. It was warmth, it was love, and it was home. It was standing on a mountain top, and it was diving deep in the ocean. It was everything, and nothing. She held him as he trembled, placing kisses on his face and mouth.

Then it was over, and he rolled over to his back as he tried to get his breathing under control. Lily turned to her side, popping up on her elbow. She smiled at him, and pushed a piece of hair from his sweaty forehead.

"I'm just going to go clean up," she said and kissed his cheek before climbing out of bed. He followed her naked backside with his eyes until she'd left the bedroom, and pulled the cover up over his suddenly cold body. He heard the water running in the bathroom, and it only took a few minutes before he heard Lily's footsteps coming closer. She appeared in the doorway; naked and smiling. Something in Spencer snapped, and he sat up.

"I love you." His voice was strong, his words sure.

Her smile broadened. She crossed the room in three strides, and then she was in his arms, kissing him soundly. He barely had the chance to kiss her back before she pulled back. "I love you too."

He laughed, wrapping his arms around her tighter and kissing her her hard. "I love you," Spencer whispered. Saying it any louder felt inappropriate.

"I love you more," she teased, and he shook his head.

"Not possible," he said.

"I am banning you from leaving this bed for at least 2 days," she said, and then giggled when she rolled them over so that she was once again on her back. Their legs got tangled in the covers, and once it was straightened out, she guided him between her legs.

"You are amazing," Lily panted as she lay on top of Spencer's chest. They had currently finished round four, and both of their legs felt like jelly.

"You're the amazing one," he grinned, and then leaned down to capture her lips in a sweet kiss.

She gave into the kiss for a few moments, and then pulled away. "You know, I was thinking. I haven't really had a vacation for almost a year and a half, and I bet I have a lot of days saved up."

He started to caress her arm, tracing his fingers up and down her soft skin. "Your point being?"

"Well, I was thinking that maybe I could come visit you in D.C."

He couldn't help but to grin. "I'd like that, very much actually."

Lily pushed back a strand of hair from her face before speaking. "And, the lease for my apartment is up in a few months. I've been thinking about getting a bigger place. Maybe I should look in D.C."

"Wait, are you thinking about moving to D.C?" He asked, surprised, and she blushed.

"Well not if you're gonna get all shirty about it, then-"

She was silenced by his's lips on her own, and she smiled against his mouth. "Has anyone ever told you you talk too much?" He teased, and she nodded.

"Oh yes, many times. There really is only one way to get me to shut up."

"Minx," he chuckled before he once again pressed his lips against hers. The kiss lasted a few minutes, and then he pulled away. "While I'd love it if you moved to D.C, I don't want to you feel like you have to give up your whole life for me. We can make it work anyway."

"Perhaps we could, but I don't really want to. Having a long distance relationship sucks. I'm not naive, Spencer. I know that you sometimes have to sacrifice some things in a relationship. And it's a sacrifice I'm willing to make."

"I'm not going to lie, not having to do this long distance would be great, but I don't want you to regret-" Now it was her time to silence him by kissing him.

"I love you, so much. I will never regret moving to D.C. I know that, because moving means that I get to be with you, and that's all I want right now," Lily said as they broke apart.

"I love you too," he replied and kissed the top of her head. Then he grinned cheekily. "You said something about making me your willing sex-slave?"

The End

**Like it? Loathe it? Love it? Let me know. **


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